Buyer’s Inspections and Review Sample Clauses

Buyer’s Inspections and Review. From the date hereof, through the end of the Contingency Period and thereafter in the event Buyer has not terminated this Agreement during the Contingency Period, upon no less than two (2) business days advance written notice to Seller (or such shorter period of time as may be approved by Seller), and subject at all times to the rights of the Tenant and the requirements of the Lease, Buyer or its agents may make inspections, tests, surveys, audits or reviews of the Property or the books and records of Seller related thereto, other than Seller Documents (hereinafter defined), all at Buyer’s sole cost and expense, and without disturbing or interfering with Tenant. Buyer shall also be permitted to interview the Tenant under the Lease, accompanied by the Seller (if the Seller so chooses), upon no less than two (2) business days advance written notice to Seller, at a time and place agreed to by Tenant. Seller will allow Buyer and its agents reasonable access, upon such prior notice, to the Property or such books and records (at the location at which they are presently housed) for said inspections, other than Seller Documents. For purposes of this Agreement “Seller Documents” means: (a) any agreement or document concerning Seller, but not the Property or any aspect thereof; (b) Seller’s financial records unrelated to the Property, including all federal income tax returns of Seller for the last three (3) years; (c) any agreements of Seller concerning the Property that are no longer in effect as of the date of this Agreement; (d) Seller’s loan documents or other financing agreements that encumber the Property and will be released at or prior to the Closing or that do not encumber the Property; (e) all agreements and correspondence between Seller, its officers, directors, partners or members and their respective financial or legal advisors or counsel; (f) all agreements and correspondence between Seller and its accountants or other service providers which are unrelated to the operation of the Property; and (g) all confidential information. Buyer agrees to repair any physical damage to the Property caused by Buyer’s activities under this Section, which obligation of Buyer will survive any termination of this Agreement. Prior to, and as a condition to any entry on the Property by Buyer or its agents for the purposes set forth in this Section 2.3, Buyer shall deliver to Seller a certificate of insurance evidencing comprehensive general liability coverage (including co...
AutoNDA by SimpleDocs
Buyer’s Inspections and Review. Subject to Section 2.4 herein, from the date hereof, through the expiration of the Contingency Period in the event Buyer has not terminated this Agreement during the Contingency Period, upon no less than two (2) business days advance notice to Seller (or such shorter period of time as may be approved by Seller), and subject at all times to the rights of Siemens Real Estate, a division of Siemens Corporation (the “Tenant”) and the requirements of the Lease, Buyer or its agents may make inspections, tests, surveys, audits or reviews of the Property and the books and records of Seller related thereto, other than Seller Documents, all at Buyer’s sole cost and expense, and without unreasonably disturbing or interfering with Tenant. Buyer shall also be permitted to request an interview with Tenant under the Lease, accompanied by the Seller (if Seller so chooses), upon no less than two (2) business days advance notice to Seller, at a time and place agreed to by Tenant, and Buyer shall not otherwise contact Tenant or any of its employees, officers, directors, agents or contractors regarding the Property without the consent of Seller. Notwithstanding the foregoing, Seller’s election not, or inability, to have a representative present for any properly noticed Tenant interview shall not limit, restrict or

Related to Buyer’s Inspections and Review

  • Inspections and Tests 26.1 The Supplier shall at its own expense and at no cost to the Procuring Entity carry out all such tests and/or inspections of the Goods and Related Services as are specified in the SCC.

  • Records; Inspection During the term of this Agreement and for a period of [***] ([***]) years thereafter, Unity and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the amounts payable to Ascentage under this Agreement. Ascentage shall have the right to cause an independent, certified public accountant reasonably acceptable to Unity to audit such records to confirm gross sales, Net Sales and royalty payments for a period covering not more than the preceding [***] ([***]) years. Unity agrees to either: (a) require each of its Third Party Sublicensees to maintain similar books and records and to open such records for inspection by an independent, certified public accountant reasonably satisfactory to such Third Party Sublicensee, on behalf of, and as required by, Ascentage for the purpose of verifying payments hereunder, or (b) obtain such audits rights from the Third Party Sublicensee for itself and exercise such audit rights on behalf of Ascentage upon Ascentage’s request and disclose the results thereof to Ascentage. All such inspections may be made no more than once each calendar year at reasonable times and on reasonable notice. No accounting period of Unity or its Affiliate or Third Party Sublicensee shall be subject to audit more than one time hereunder. Such independent, certified public accountant will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both Parties, and Unity shall pay any underpayment to Ascentage within [***] ([***]) days. Inspections conducted under this Section 6.2 shall be at the expense of Ascentage (and Ascentage will reimburse Unity’s reasonable out-of-pocket costs of those inspections conducted by Unity at Ascentage’s request under (b) above), unless a variation or error producing an increase exceeding [***] percent ([***]%) of the amount stated for any period is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by Unity.

  • Inspection and Tests 3.8.1 The Procuring entity or its representative shall have the right to inspect and/or to test the goods to confirm their conformity to the Contract specifications. The Procuring entity shall notify the tenderer in writing in a timely manner, of the identity of any representatives retained for these purposes.

  • Audits/Inspections Contractor agrees to permit the County’s Auditor-Controller or the Auditor- Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Contractor’s records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the County’s project manager.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency.

  • Safety Inspection During inspection of County facilities conducted by the State Division of Occupational Safety and Health for the purpose of determining compliance with the California OSHA requirements, an OCEA designated employee shall be allowed to accompany the inspector while the inspector is in the employee's agency/department. The employee so designated shall suffer no loss of pay when this function is performed during the employee's regularly scheduled work hours.

  • OIG INSPECTION, AUDIT, AND REVIEW RIGHTS ‌ In addition to any other rights OIG may have by statute, regulation, or contract, OIG or its duly authorized representative(s) may conduct interviews, examine or request copies of Xxxxxx’x books, records, and other documents and supporting materials and/or conduct on-site reviews of any of Xxxxxx’x locations for the purpose of verifying and evaluating: (a) Xxxxxx’x compliance with the terms of this IA and (b) Xxxxxx’x compliance with the requirements of the Federal health care programs. The documentation described above shall be made available by Xxxxxx to OIG or its duly authorized representative(s) at all reasonable times for inspection, audit, and/or reproduction. Furthermore, for purposes of this provision, OIG or its duly authorized representative(s) may interview Xxxxxx and any of Xxxxxx’x employees or contractors who consent to be interviewed at the individual’s place of business during normal business hours or at such other place and time as may be mutually agreed upon between the individual and OIG. Xxxxxx shall assist OIG or its duly authorized representative(s) in contacting and arranging interviews with such individuals upon OIG’s request. Xxxxxx’x employees and contractors may elect to be interviewed with or without a representative of Xxxxxx present.

  • Records and Audit/Inspections 6.13.1 A-E shall keep an accurate record of time expended by A-E and/or consultants employed by A-E in the performance of this CONTRACT.

  • INSPECTION AND REJECTION 8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled.

Time is Money Join Law Insider Premium to draft better contracts faster.